HomeMy Public PortalAboutr 09:182
~ezolutiott of tqe ~orouf\q of aIu:rteret, ~ ~ W ~
No. Og-1 R?
Date of Adoption Augus t 20, 2009
RESOLUTION OF THE BOROUGH OF CARTERET AUTHORIZING
A SUBORDINATION AND NON-DISTURBANCE AGREEi'<IENT
WITH OR ON BEHALF OF TITAt'l-PDC CARTERET
URBAN RENEWAL, LLC At'lD ITS TENANTS
WHEREAS, the Borough of Carteret (the "Borough"), a municipal corporation of the
State of New Jersey, has entered into a series of agreements with Titan-PDC Carteret
Urban Renewal, LLC, a limited liability company of the State of Delaware, having an
address c/o Panattoni Development Company, 10 Parsonage Road, Suite 300, Edison,
New Jersey 08837 (including affiliates, the "Redeveloper") with respect to the
redevelopment of the Encumbered Lands (Lot 15.1, Block 11.l on the tax maps of the
Borough), the development of the Phase I Redevelopment Project thereon, the financing
therefor, including without limitation the provision of the Borough Guaranty, the
execution of a Redevelopment Agreement and Financial Agreement in connection
therewith, in connection with the latter of such agreements the Redeveloper has agreed to
make or cause the making of certain PILOTS in favor of the Borough, all as such terms
are defined in that certain "Amended and Restated Declaration of Covenants and
Restrictions" made by the Redeveloper for the benefit of the Borough dated June 17,
2009 (the "Declaration"); and
WHEREAS, Redeveloper has requested that the Borough execute one or more
Subordination and Non-Disturbance Agreements (the "Non-Disturbance Agreements")
with the. Redeveloper, and or its prospective tenants for the warehouse facilities
constructed as the primary part of the Phase I Redevelopment Project in order to enable
Redeveloper to enter into commercial leases for such facilities; and
WHEREAS, so long as the Borough Guaranty, the Borough's right to receive PILOTS
under the Financial Agreement, and the other protections tor the Borough set forth in, or
contemplated by the Declaration and the various agreements defined therein or
contemplated thereby, are not subordinated, diminished, lessen, or otherwise adversely
affected in any way whatsoever (collectively the "Conditions"), the Borough desires to
accommodate the Redeveloper and authorize, execute and deliver such Non-Disturbance
Agreements.
NOW THEREFORE, in consideration of the foregoing premises, BE IT RESOLVED
by the governing body ofthe Borough as follows:
Section 1. The Mayor of the Borough, and any of his designees in writing
(collectively, the "Authorized Officer") are each hereby severally authorized and
directed, upon the satisfaction of the Conditions, as .such Authorized Officer shall in his
sole discretion shall determine after consultation with the Borough counsel and special
counsel to the Borough in connection with the Phase I Redevelopment Project
(collectively, the "Consultants"), to execute or acknowledge and deliver the Non-
Disturbance Agreements in such form as such Authorized Officer, in his sole discretion
after consultation with the Consultants, shall determine to be necessary, desirable or
convenient to comply with or implement the terms of, and transactions contemplated by,
NO. 09-182
PAGE 2
the Declaration and any of the agreements defmed and/or referenced therein in
connection with the Phase I Redevelopment Project, which execution thereof shall
conclusively evidence the Authorized Officer's approval of the forms thereof.
Section 2. The Clerk of the Borough is hereby authorized and directed, upon the
execution or acknowledgment of the documents set forth in Section 1 hereof in
accordance with the terms hereof, to attest to the. Authorized Officer's execution or
acknowledgment of such documents, and is hereby - further authorized and directed, to
thereupon affix the seal of the Borough to such documents.
Section 3. Upon the execution or acknowledgment and attestation of and if
required, the placing of the seal on the documents set forth in Section 1 hereof as
contemplated by Sections 1 and 2 hereof, the Authorized Officer is hereby authorized and
directed to (i) documents Non-Disturbance Agreements to the other parties thereto and
(ii) perform such other actions in connection therewith, including the execution of any
accompanying certificates, as the Authorized Officer deems necessary, desirable or
convenient to consummate the transactions contemplated by this resolution.
Section 4. This resolution shall take effect immediately.
Adopted this 20lh day of August, 2009
and certified as a true copy of the
original on August 21, 2009.
LINDA A. RNERA
Assistant ~funicipal Clerk
RECORD OF COUNCIL VOTE
COUNCILMAN I YES NO NY A.B. COUNCILMAi~ YES NO NV A.B.
BEllINO X KRUM X
COLON If NAPLES v
DIAZ X SITARZ y
x - Indicate Vote AS - Absent NV - Not Voting XOR ~ [ndiciltcs Vore to Overrule Veto
Adopted at a meeting of the Nlunicipal Council
{ Jf __August 20, 2009
r~/- -a..... 0 J.:<, .
C/o(pt..CLERK
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